Unrestricted Transfers. Notwithstanding anything to the contrary contained herein (other than Section 8.1, which will apply to any Transfer of Partnership Interests), each Partner shall be entitled to Transfer all or any portion of its Partnership Interests to any Authorized Transferee of such Partner who is a member of the same Family Group as such Partner and such Transfer to any such Authorized Transferee shall not need to comply with any other provision of this Agreement, except that (a) any Transfer of all or any portion of a Partnership Interest representing an interest as a Limited Partner to a Qualified Trust of the spouse or surviving spouse of a Family Group Head or of a Lineal Descendant of a Family Group Head must be made in accordance with Section 8.4 (and cannot be made pursuant to this Section 8.3) and (b) such Authorized Transferee must prior to or at the time of such Transfer execute and deliver to the Partnership a counterpart of this Agreement agreeing to be subject to the restrictions and obligations of a Partner hereunder and to hold all Partnership Interests then owned or later acquired by such Authorized Transferee in accordance with the terms of this Agreement. Any Partner that elects to Transfer a Partnership Interest to any such Authorized Transferee pursuant to this Section 8.3 shall prior to such Transfer provide written notice to the General Partner of such Transfer.
Unrestricted Transfers. Notwithstanding anything to the contrary contained herein, each Partner or Authorized Transferee of such Partner shall be entitled to Transfer all or any portion of his, her or its Partnership Interests to any Authorized Transferee of such Partner and such Transfer to any such Authorized Transferee shall not need to comply with any other provision of this Agreement. Any Partner who elects to transfer a Partnership Interest to any such Authorized Transferee pursuant to this Section 7.3 shall prior to such Transfer provide written notice to the Managing Partner of such Transfer.
3. Except as herein modified, all other provisions of the Partnership Agreement shall be and remain in full force and effect.
4. This Amendment No. 2 shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.
5. This Amendment No. 2 shall be governed by and construed in accordance with the laws of the State of Delaware.
6. This Amendment No. 2 may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Partners and delivered to the Partnership.
Unrestricted Transfers. Notwithstanding anything to the contrary contained herein, each Partner or Authorized Transferee of such Partner shall be entitled to Transfer all or any portion of his, her or its Partnership Interests to any Authorized Transferee of such Partner, provided that such Partner has first obtained the written consent of the Managing Partner, which consent may be withheld for any reason or for no reason at all, without need to comply with the other provisions of this Agreement.
Unrestricted Transfers. Notwithstanding the terms set forth in Section 2.01 and Section 2.02, any Unitholder may at any time Transfer to any other Person, provided (i) such Transfer is in full compliance with the Agreement of Limited Partnership of the Company, as may be in effect at such time, and (ii) prior to the consummation of such Transfer, the proposed transferee of such AmeriGas Common Units shall have executed and delivered to the Company a joinder to this Agreement, substantially in the form attached hereto as Exhibit B, which shall provide that such proposed transferee shall be a “Unitholder” for purposes of this Agreement and, provided, further, any Transfer of AmeriGas Common Units in a single transaction or a series of related transactions as a result of which any Person or group of Persons would own at least 4.9% of the then outstanding AmeriGas Common Units shall be subject to the consent of the Company, which consent shall not be unreasonably withheld.
Unrestricted Transfers. (a) Any Transfer of Class A Membership ---------------------- Units made in accordance with this Section 5.2 will constitute an "Unrestricted Transfer" for purposes of this Agreement.
(b) Any General Member may, upon providing (i) such evidence to the Company as the Manager may reasonably require (including, if required by the Manager, an opinion of counsel reasonably satisfactory to the Manager), to the effect that such Transfer will not result in the Company ceasing to be classified as a partnership for federal income tax purposes, and (ii) such assurances as the Manager may reasonably require with respect to the reimbursement of any expenses that may be incurred by the Company in connection with such Transfer, Transfer all or any portion of the record or beneficial interests in the Class A Membership Units owned by such General Member to any Person. Subject to the foregoing and to applicable law, the following Transfers will constitute "Unrestricted Transfers":
(i) A Transfer or series of Transfers by a General Member within a thirty-day period which involve the Transfer of more than 2% of the outstanding Membership Units;
(ii) A Transfer or series of related Transfers by one or more Members (acting together) which involves the Transfer of 50% or more of the outstanding Class A Membership Units;
(iii) Transfers of Class A Membership Units effected through a Qualified Matching Service; or
(iv) Transfers in which the basis of the Membership Unit in the hand of the Transferee is determined, in whole or in part, by reference to its basis in the hands of the Transferor.
Unrestricted Transfers. (a) Notwithstanding any other provision of this Article 2 or of Article 3 of this Agreement, the following Transfers of Shares shall not be subject to the rights of first refusal contained in Section 2.3 or the tag-along rights set forth in Article 3 hereof:
(i) any Transfer of Shares made in connection with an Initial Public Offering;
(ii) any Transfer of Shares to the Company;
(iii) any Transfer of Shares by a Shareholder that is an investment partnership to its partners or to an Affiliate of such investment partnership;
(iv) any Transfer of Shares to another Shareholder or another Shareholder’s Permitted Transferee; or
(v) any Transfer of Shares by a Shareholder to a Permitted Transferee.
Unrestricted Transfers. Any Unitholder may at any time transfer to any other Person any Common Units (or, if applicable, Class B Common Units). The rights to cause the Partnership to register Registrable Securities granted to the Unitholders by the Partnership under Article II may be transferred or assigned by a Unitholder to one or more transferee(s) or assignee(s) of such Registrable Securities (or, if applicable, Class B Common Units) who (a) are Affiliates of such Unitholder, or (b) hold, collectively with its or their Affiliates, after giving effect to such transfer or assignment, at least $25 million of Registrable Securities; provided, that if the Unitholder desires to assign its rights hereunder to such transferee, the Partnership shall be given written notice prior to any said transfer or assignment, stating the name and address of each such transferee and identifying the securities with respect to which such registration rights are being transferred or assigned, and the proposed transferee of such Common Units shall have executed and delivered to the Partnership a joinder to this Agreement, substantially in the form attached hereto as Exhibit A, which shall provide that such proposed transferee shall be a “Unitholder” for purposes of this Agreement.
Unrestricted Transfers. Any Unitholder may at any time transfer to any other Person any EnLink Midstream Common Units (or, if applicable, EnLink Midstream Class B Common Units). The rights to cause the Company to register Registrable Securities granted to the Unitholders by the Company under Article II may be transferred or assigned by a Unitholder to one or more transferee(s) or assignee(s) of such Registrable Securities (or, if applicable, EnLink Midstream Class B Common Units) who (a) are Affiliates of such Unitholder, or (b) hold, collectively with its or their Affiliates, after giving effect to such transfer or assignment, at least $25 million of Registrable Securities; provided, that if the Unitholder desires to assign its rights hereunder to such transferee, the Company shall be given written notice prior to any said transfer or assignment, stating the name and address of each such transferee and identifying the securities with respect to which such registration rights are being transferred or assigned, and the proposed transferee of such EnLink Midstream Common Units shall have executed and delivered to the Company a joinder to this Agreement, substantially in the form attached hereto as Exhibit A, which shall provide that such proposed transferee shall be a “Unitholder” for purposes of this Agreement.
Unrestricted Transfers. Notwithstanding any other provision of this Article 2 or of Article 3 of this Agreement, the following Transfers of Shares shall not be subject to the rights of first refusal contained in Section 2.3 or the tag-along rights set forth in Article 3 hereof:
Unrestricted Transfers. Notwithstanding anything to the contrary contained herein, each Original Shareholder or Authorized Transferee of such Original Shareholder shall be entitled to Transfer all or any portion of his, her or its Shares to any Authorized Transferee of such Original Shareholder, without need to comply with the other provisions of this Agreement.
